DOCSLIB.ORG

How Should Proxy Reform Address the Decoupling of Economic and Voting Rights? Roberta S

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
How Should Proxy Reform Address the Decoupling of Economic and Voting Rights? Roberta S Brooklyn Law School BrooklynWorks Faculty Scholarship 2010 Voting Power Without Responsibility or Risk-- How Should Proxy Reform Address the Decoupling of Economic and Voting Rights? Roberta S. Karmel Brooklyn Law School, [email protected] Follow this and additional works at: https://brooklynworks.brooklaw.edu/faculty Part of the Other Law Commons, and the Securities Law Commons Recommended Citation 55 Vill. L. Rev. 93 (2010) This Article is brought to you for free and open access by BrooklynWorks. It has been accepted for inclusion in Faculty Scholarship by an authorized administrator of BrooklynWorks. 2010] VOTING POWER WITHOUT RESPONSIBILITY OR RISK HOW SHOULD PROXY REFORM ADDRESS THE DECOUPLING OF ECONOMIC AND VOTING RIGHTS? ROBERTA S. KARMEL* I. INTRODUCTION intersec- voting resides at an uncomfortable T tionHE regulationbetween federalof proxy and state law. Although state law controls the holding of annual meetings to elect directors and the corporate govern- ance aspects of proxy voting, federal securities laws control the solicitation of proxies. Since at least 1977, shareholder activists have been trying to persuade the Securities and Exchange Commission (SEC) to revise the rules governing proxy solicitations disseminated by a public corporation to allow competing shareholder nominees to be included in opposition to the board of directors' nominees. Although the SEC has proposed rules to this effect, such rules have not yet been adopted.I The current version of a proposed proxy access rule is no less controversial than its predecessors.2 In the meantime, the growth of derivatives and various trading strate- gies by some investors have led to a decoupling of economic and voting rights in public corporations, permitting proxy voting by shareholders with little or no economic interest in the shares they vote. Such voting is referred to as "empty voting." If the SEC adopts a proxy reform rule to allow competing shareholder nominees to appear on the same ballot, the problems of empty voting in a proxy contest are likely to be exacerbated unless the SEC addresses this issue. But the question of whether economic rights need to be aligned with voting rights in order for voting rights to be valid would appear to be a state law, rather than a federal law, issue. Although the SEC could reform its disclosure regulations under the Williams Act to compel better disclo- sure of empty voting, its authority to compel economic rights to match voting rights is questionable, although probably could be made a condi- *Centennial Professor and Co-Director of the Dennis J. Block Center for the Study of International Business Law at Brooklyn Law School. Professor Karmel is a former Commissioner of the Securities and Exchange Commission. The research assistance of Brooklyn Law School student Yue Ding is gratefully acknowledged. A summer research grant from Brooklyn Law School was of assistance in the preparation of this Article. This Article is dated September 15, 2009. 1. For a discussion of the proposed SEC rules, see infra notes 92-94, 96-100, and accompanying text. 2. See Facilitating Shareholder Director Nominations, 74 Fed. Reg. 29,024 (June 18, 2009) (to be codified at 17 C.F.R. pts. 200, 232, 240, 249, and 274) [here- inafter Facilitating Shareholder Director Nominations]; Jeffrey McCracken & Kara Scannell, Fight Brews As Proxy-Access Nears, WALL ST. J., Aug. 26, 2009, at C1. (93) 94 VILLANOVA LAW REVIEW [Vol. 55: p. 93 tion to proxy access. Further, a recent Delaware Supreme Court case and recently enacted Delaware legislation suggest that Delaware is prepared to referee the skirmishes between institutional shareholders and corporate boards with regard to shareholder nominations.3 Therefore, even if the SEC has authority with regard to granting some shareholders access to a company's proxy, there is a policy question as to whether such regulation of corporate internal affairs is wise.4 The shareholder franchise is regarded as a key accountability mecha- nism under both state and federal law. In Blasius Industries, Inc. v. Atlas Corp.,5 Chancellor Allen declared that " [t] he shareholder franchise is the ideological underpinning upon which the legitimacy of directorial power rests. Generally, shareholders have only two protections against perceived inadequate business performance. They may sell their stock ... or they may vote to replace incumbent board members."6 Accordingly, matters regarding "the integrity of the shareholder voting process" raise special considerations involving the power of shareholders and the power of the board, and cannot be defended under the business judgment rule.7 Simi- larly, the U.S. Supreme Court has viewed the SEC's power to regulate the proxy solicitation process as an important protection for shareholders in all public companies, intended to promote the free exercise of the corpo- rate franchise.8 Empty voting seriously undermines the shareholder franchise. Yet, neither state nor federal law has thus far deprived investors who do not have an economic interest in shares the right to vote such shares. Part II of this Article describes empty voting strategies and addresses relevant state law on the alignment of economic and voting rights. Part III sets forth the story of the SEC's efforts to deal with shareholder demands to oppose company nominees for directors and put competing share- holder nominees on the company's proxy. It also addresses Delaware's evolving response to the issues involved. Part IV describes the SEC's fail- ure to address the separation of economic and voting interests in either its 3. See An Act To Amend Title 8 of the Delaware Code Relating to the General Corporation Law, H.R. 19, 145th Gen. Assem. (Del. 2009). This bill was signed into law on April 10, 2009. See Yin Wilczek, Proxy Access Amendments to Del. Code Signed into Law; Provisions Effective Aug. 1, 41 Sec. Reg. & L. Rep. (BNA) No. 16, at 728 (Apr. 20, 2009). For a further discussion of these recent developments in Delaware, see infra notes 124-34 and accompanying text. 4. See Norman Veasey et al., Federalism vs. Federalization:Preserving the Division of Responsibility in Corporation Law 44-46 (Yale Law Sch. Ctr. for Law, Econ. & Pub. Policy, Research Paper No. 324), available at http://ssm.com/abstract=878246; Letter from James L. Holzman, Chair, Council of the Corp. Law Section, Del. State Bar Ass'n, to Elizabeth M. Murphy, Sec'y, U.S. Sec. and Exch. Comm'n. Uuly 24, 2009), available at http://sec.gov/comments/s7-1 0-09/s71 009-65.pdf. 5. 564 A.2d 651 (Del. Ch. 1988). 6. Id. at 659. 7. Id. 8. See Mills v. Elec. Auto-Lite Co., 396 U.S. 375, 381 (1970); J.I. Case Co. v. Borak, 377 U.S. 426, 431 (1964). 2010] VOTING POWER WITHOUT RESPONSIBILITY OR RISK 95 tender offer or proxy rules. This issue goes to the heart of this Article-if the SEC decides to change its regulation of the proxy format for public company solicitations so that shareholders have access to the company's proxy, how will the SEC define the term "shareholder" and will such defi- nition include or exclude empty voters? Further, even if the SEC is able to sensibly address this issue, does the agency have the authority to adopt such a regulation? While proxy access is generally viewed as a war between institutional shareholders-particularly union pension funds and management-the is- sues that need to be addressed and clarified are far broader than this sim- plistic political construct. Shareholder voting is heavily relied upon to justify corporate structure and governance in the United States, but the mechanics of such voting are a mess and do not properly protect the shareholder franchise or truly legitimize the power of corporate directors and managers. In part, this is because the SEC has been more concerned about market issues, such as securities clearance and settlement, than about providing for direct communications between corporate boards and managers and their shareholders. Further, the hope that Internet voting would close the communications gap between issuers and their sharehold- ers has not materialized. Also, derivatives and institutionalization have changed the nature of shareholder rights, and the huge stock loan busi- ness engaged in by institutional investors has made their investment fre- quently discontinuous insofar as voting rights are concerned. For these reasons, rhetoric analogizing the corporate franchise to the political franchise and advocating shareholder access obfuscates the realities of the proxy voting machinery. When the SEC's 2003 shareholder access rule was proposed, I had reservations about such a rule because, unlike directors, shareholders of public companies do not owe any fiduciary duties to other shareholders unless they exercise control.9 Further, while shareholders wishing to use a shareholder access rule to nominate directors on the company's ballot might not be controlling shareholders, putting up directors in opposition to the company's slate is an action that could eventually lead to a change of control. Through its rule-making proposals, the SEC has attempted to confine proxy access to large, long-term shareholders that disclaim a change of control agenda.10 But how can such shareholders be defined in a world where empty voting is allowed and often not well-disclosed? An SEC rule permitting some shareholder access to management's proxy is probably inevitable during the Obama administration. The 2008 election has given greater clout to unions and the union pension funds 9. See Roberta S. Karmel, Should a Duty to the Corporation Be Imposed on Institu- tional Shareholders?, 60 Bus. Lmw. 1, 2 (2004); Letter from Roberta S. Karmel to Jonathan G. Katz, Sec'y, U.S. Sec. and Exch. Comm'n (Apr. 12, 2004), available at http://www.sec.gov/rules/proposed/s7193/rkarmelO41204.pdf.
Load more

Recommended publications
  • Secure and Privacy-Preserving Proxy Voting System
    Secure and Privacy-Preserving Proxy Voting System Bernd Zwattendorfer, Christoph Hillebold, and Peter Teufl Institute for Applied Information Processing and Communications (IAIK) Graz University of Technology, Austria {bernd.zwattendorfer, peter.teufl}@iaik.tugraz.at, [email protected] Abstract— Voting is a frequent and popular decision making Proxy: A proxy is a voter that wants to get delegations process in many diverse areas, targeting the fields of e- from other voters. Delegations are kept secretly and are not Government, e-Participation, e-Business, etc. In e-Business, public. Like a user, also a proxy could either vote directly or voting processes may be carried out e.g. in order management, delegate her voting power to another proxy. A proxy can be inventory management, or production management. In this compared with a politician whose opinion must be public. field, voting processes are typically based on direct voting. Therefore a proxy cannot vote secretly and has to publish her While direct voting enables each eligible voter to express her vote. opinion about a given subject, representative voting shifts this Proxy voting allows voters either to vote directly or to power to elected representatives. Declarative or proxy voting delegate their voting power to a proxy. Delegations could be (based on liquid democracy) is a voting process situated in solved in two ways: between these two approaches and allows a voter to delegate her voting power to a so called proxy, who actually casts the 1. Either the voter copies the published vote of the votes for all the represented voters. The most interesting aspect chosen proxy (client-based) or of this approach is that voters have the opportunity to skip the 2.
    [Show full text]
  • Proxy Voting Guidelines Benchmark Policy Recommendations TITLE
    UNITED STATES Proxy Voting Guidelines Benchmark Policy Recommendations TITLE Effective for Meetings on or after February 1, 2021 Published November 19, 2020 ISS GOVERNANCE .COM © 2020 | Institutional Shareholder Services and/or its affiliates UNITED STATES PROXY VOTING GUIDELINES TABLE OF CONTENTS Coverage ................................................................................................................................................................ 7 1. Board of Directors ......................................................................................................................................... 8 Voting on Director Nominees in Uncontested Elections ........................................................................................... 8 Independence ....................................................................................................................................................... 8 ISS Classification of Directors – U.S. ................................................................................................................. 9 Composition ........................................................................................................................................................ 11 Responsiveness ................................................................................................................................................... 12 Accountability ....................................................................................................................................................
    [Show full text]
  • Proxy Voting Policy and Procedures
    Proxy Voting Policy and Procedures SEPTEMBER 2020 I. POLICY STATEMENT • For other pooled investment vehicles (e.g., UCITS), each MSIM Affiliate will vote proxies under this Policy pursuant Morgan Stanley Investment Management’s (“MSIM”) policy and to authority granted under its applicable investment advisory procedures for voting proxies, the Equity Proxy Voting Policy and agreement or, in the absence of such authority, as authorized by Procedures (the “Policy”) with respect to securities held in the the relevant governing board. accounts of clients applies to those MSIM entities that provide discretionary investment management services and for which • For separately managed accounts (including ERISA and an MSIM entity has authority to vote proxies. For purposes of ERISA-equivalent clients), each MSIM Affiliate will vote this Policy, clients shall include: Morgan Stanley U.S. registered proxies under this Policy pursuant to authority granted investment companies, other Morgan Stanley pooled investment under the applicable investment advisory agreement or vehicles, and MSIM separately managed accounts (including investment management agreement. Where a MSIM Affiliate accounts for Employee Retirement Income Security (“ERISA”) has the authority to vote proxies on behalf of ERISA and clients and ERISA-equivalent clients). This Policy is reviewed and ERISA-equivalent clients, the MSIM Affiliate must do so in updated as necessary to address new and evolving proxy voting accordance with its fiduciary duties under ERISA (and the issues and standards. Internal Revenue Code). The MSIM entities covered by this Policy currently include • In certain situations, a client or its fiduciary may reserve the the following: Morgan Stanley AIP GP LP, Morgan Stanley authority to vote proxies for itself or an outside party or may Investment Management Inc., Morgan Stanley Investment provide a MSIM Affiliate with a statement of proxy voting Management Limited, Morgan Stanley Investment policy.
    [Show full text]
  • Irrevocable Proxy and Voting Control of Small Business Corporations
    1950] NOTES The Irrevocable Proxy and Voting Control of Small Business Corporations Voting control of business corporations is prized because, through selection of a majority of directors, it is the power to determine the use of group assets. Since directors are chosen by vote at annual shareholder meetings, those who have the legal right to vote a majority of enfranchised shares retain the potential power of control. In the case of large cor- porations with widely scattered ownership, factual control, by the avail- ability of the proxy machinery, may reside in a group owning only a small percentage of outstanding voting shares. In more closely held cor- porations, attempts are made to achieve the same result by divorcing the legal right to vote a majority of shares from ownership through the use of legal devices such as non-voting shares, voting trusts, voting and pool- ing contracts, and irrevocable proxies. This Note is concerned with the problem of voting control of the closely held, usually small, corporation. Since voting trusts, whereby owners transfer rights to trustees, are now largely legislative creatures, the discussion will be confined to an exami- nation of the irrevocable proxy, and the voting or pooling contract, two relationships whose judicial enforceability is still subject to doubt. Ju- dicial confusion over the validity of these voting agreements is more readily understood in the light of the general theory of the business corpora- tion evolving in a democratic society, and against the background of traditional agency doctrine. THE STRUCTURE OF CORPORATE DEMOCRACY In the early law of business corporations, each shareholder was ac- corded the same number of votes, regardless of his proportionate share ownership.
    [Show full text]
  • Governance in Decentralized Networks
    Governance in decentralized networks Risto Karjalainen* May 21, 2020 Abstract. Effective, legitimate and transparent governance is paramount for the long-term viability of decentralized networks. If the aim is to design such a governance model, it is useful to be aware of the history of decision making paradigms and the relevant previous research. Towards such ends, this paper is a survey of different governance models, the thinking behind such models, and new tools and structures which are made possible by decentralized blockchain technology. Governance mechanisms in the wider civil society are reviewed, including structures and processes in private and non-profit governance, open-source development, and self-managed organisations. The alternative ways to aggregate preferences, resolve conflicts, and manage resources in the decentralized space are explored, including the possibility of encoding governance rules as automatically executed computer programs where humans or other entities interact via a protocol. Keywords: Blockchain technology, decentralization, decentralized autonomous organizations, distributed ledger technology, governance, peer-to-peer networks, smart contracts. 1. Introduction This paper is a survey of governance models in decentralized networks, and specifically in networks which make use of blockchain technology. There are good reasons why governance in decentralized networks is a topic of considerable interest at present. Some of these reasons are ideological. We live in an era where detailed information about private individuals is being collected and traded, in many cases without the knowledge or consent of the individuals involved. Decentralized technology is seen as a tool which can help protect people against invasions of privacy. Decentralization can also be viewed as a reaction against the overreach by state and industry.
    [Show full text]
  • Proxy Voting Policies and Procedures February 2020
    BOSTON PARTNERS GLOBAL INVESTORS, INC. Proxy Voting Policies and Procedures February 2020 Boston Partners 60 E 42nd St – Suite 1550 New York, NY 10165—www.boston-partners.com PROXY VOTING POLICIES AND PROCEDURES Boston Partners Global Investors, Inc. (“Boston Partners”) is an Investment Adviser comprised of two divisions, Boston Partners and Weiss, Peck & Greer Partners (“WPG”). Boston Partners’ Governance Committee (the “Committee”) is comprised of representatives from portfolio management, securities analyst, product specialist, relationship management, sustainability and engagement, and compliance teams. The Committee is responsible for administering and overseeing Boston Partners’ proxy voting process. The Committee makes decisions on proxy policy, establishes formal Boston Partners’ Proxy Voting Policies (the “Proxy Voting Policies”) and updates the Proxy Voting Policies as necessary, but no less frequently than annually. In addition, the Committee, in its sole discretion, delegates certain functions to internal departments and/or engages third-party vendors to assist in the proxy voting process. Finally, members of the Committee are responsible for evaluating and resolving conflicts of interest relating to Boston Partners’ proxy voting process. To assist Boston Partners in carrying out our responsibilities with respect to proxy activities, Boston Partners has engaged Institutional Shareholder Services Inc. (“ISS”), a third-party corporate governance research service, which is registered as an investment adviser. ISS receives all proxy-related materials for securities held in client accounts and votes the proposals in accordance with Boston Partners’ Proxy Voting Policies. While Boston Partners may consider ISS’s recommendations on proxy issues, Boston Partners bears ultimate responsibility for proxy voting decisions. ISS also provides recordkeeping and vote-reporting services.
    [Show full text]
  • Electronic Democracy the World of Political Science— the Development of the Discipline
    Electronic Democracy The World of Political Science— The development of the discipline Book series edited by Michael Stein and John Trent Professors Michael B. Stein and John E. Trent are the co-editors of the book series “The World of Political Science”. The former is visiting professor of Political Science, University of Toronto, Toronto, Ontario, Canada and Emeritus Professor, McMaster University in Hamilton, Ontario, Canada. The latter is a Fellow in the Center of Governance of the University of Ottawa, in Ottawa, Ontario, Canada, and a former professor in its Department of Political Science. Norbert Kersting (ed.) Electronic Democracy Barbara Budrich Publishers Opladen • Berlin • Toronto 2012 An electronic version of this book is freely available, thanks to the support of libraries working with Knowledge Unlatched. KU is a collaborative initiative designed to make high quality books Open Access for the public good. The Open Access ISBN for this book is 978-3-86649-546-3. More information about the initiative and links to the Open Access version can be found at www.knowledgeunlatched.org © 2012 This work is licensed under the Creative Commons Attribution-ShareAlike 4.0. (CC- BY-SA 4.0) It permits use, duplication, adaptation, distribution and reproduction in any medium or format, as long as you share under the same license, give appropriate credit to the original author(s) and the source, provide a link to the Creative Commons license and indicate if changes were made. To view a copy of this license, visit https://creativecommons.org/licenses/by-sa/4.0/ © 2012 Dieses Werk ist beim Verlag Barbara Budrich GmbH erschienen und steht unter der Creative Commons Lizenz Attribution-ShareAlike 4.0 International (CC BY-SA 4.0): https://creativecommons.org/licenses/by-sa/4.0/ Diese Lizenz erlaubt die Verbreitung, Speicherung, Vervielfältigung und Bearbeitung bei Verwendung der gleichen CC-BY-SA 4.0-Lizenz und unter Angabe der UrheberInnen, Rechte, Änderungen und verwendeten Lizenz.
    [Show full text]
  • Proxy Voting Guidelines February 2021
    Proxy Voting Guidelines February 2021 Table of Contents I. Introduction ........................................................................................................................ 1 II. Board of Directors and Corporate Governance ..................................................................... 1 A. Election of Directors ..................................................................................................................... 1 B. Contested Director Elections ....................................................................................................... 2 C. Cumulative Voting Rights ............................................................................................................ 3 D. Classified Boards .......................................................................................................................... 3 E. Independent Chairperson ............................................................................................................ 3 F. Majority Voting in Director Elections ........................................................................................... 3 G. Proxy Access ................................................................................................................................. 4 H. Indemnification of Directors and Officers ................................................................................... 4 III. Compensation ...................................................................................................................
    [Show full text]
  • Path to Democracy? Assessing Village Elections in China
    UC Berkeley UC Berkeley Previously Published Works Title Path to democracy? Assessing village elections in China Permalink https://escholarship.org/uc/item/8wg6t281 Journal Journal of Contemporary China, 18(60) ISSN 1067-0564 Authors O'Brien, KJ Han, R Publication Date 2009-06-01 DOI 10.1080/10670560902770206 Peer reviewed eScholarship.org Powered by the California Digital Library University of California Path to Democracy? Assessing Village Elections in China Kevin J. O’Brien (corresponding author) Travers Department of Political Science 210 Barrows Hall University of California, Berkeley 94720 Berkeley, CA 9720-1950 [email protected] Rongbin Han Travers Department of Political Science 210 Barrows Hall University of California Berkeley, CA 94720-1950 [email protected] January 1, 2008 Abstract: Election procedures in rural China have improved greatly over the last twenty years and a good number of reasonably free and fair elections have been held. But changes in the “exercise of power” have not kept up with changes in the “access to power.” In many communities, township authorities, Party branches, and social forces (such as clans, religious groups, and underworld elements) continue to impede democratic rule. This suggests that a purely procedural definition of democracy is problematic and that democratization depends on the power configuration in which elected bodies are embedded. Putting grassroots democracy into place goes well beyond getting the procedures right, and “high quality” democracy rests on much more than convening good village elections every three years. 2 Path to Democracy? Assessing Village Elections in China The launch of village elections in China has passed its twentieth anniversary.
    [Show full text]
  • Proxy Voting Principles
    PROXY VOTING PRINCIPLES February 2020 3817450-19 Proxy Voting Principles • Contents 1. Proxy voting philosophy 3 Who We Are 3 Our Beliefs and Philosophy 3 2. Fostering effective boards of directors 4 Skills, Experience and Competency 4 Diversity 4 Board Independence 4 Board Renewal 4 Board Committees 5 Size and Effectiveness of Boards of Directors 5 Director Time-Commitment and Attendance Record 5 Separation of Chair of the Board of Directors and Chief Executive Officer (CEO) Roles 5 3. Voting standards in support of shareholder democracy 6 Individual and Annual Election of Directors 6 Majority Vote for Director Election 6 Proxy Access and Advance Notice Requirements 6 Proxy Contests and Universal Proxies 6 4. Providing shareholders with a meaningful voice 7 Dual Class Share Structures 7 Linked Proposals, Supermajority Approval and Quorum Requirements 7 By-Law and Exclusive Forum Proposals 7 Confidential Voting and Disclosure of Shareholder Votes 7 Shareholders’ Ability to Call Special Meetings and Shareholder Proposals 7 Director Liability and Indemnification 8 Related Party Transactions 8 5. Seeking alignment between compensation and performance 8 Non-Executive Director Compensation 8 Management Compensation 8 Advisory Vote on Management Compensation 9 Equity Compensation Plans 10 6. Fostering an efficient capital structure 10 Increase in Authorized Shares and Share Issuances 10 Pre-emptive Rights 11 Share Buybacks or Repurchases 11 7. Mergers, acquisitions and takeover protection: opportunity to maximize shareholder value 11 Mergers, Acquisitions and Corporate Restructurings 11 Takeover Protection 11 Reincorporation 12 — 1 Proxy Voting Principles • 8. Protecting the independence and integrity of auditors 12 Auditor appointments, compensation and integrity 12 9.
    [Show full text]
  • Liquid Democracy: an Algorithmic Perspective
    Journal of Artificial Intelligence Research 70 (2021) 1223-1252 Submitted 11/2020; published 03/2021 Liquid Democracy: An Algorithmic Perspective Anson Kahng [email protected] Computer Science Department Carnegie Mellon University Simon Mackenzie [email protected] University of New South Wales Ariel D. Procaccia [email protected] School of Engineering and Applied Sciences Harvard University Abstract We study liquid democracy, a collective decision making paradigm that allows voters to transitively delegate their votes, through an algorithmic lens. In our model, there are two alternatives, one correct and one incorrect, and we are interested in the probability that the majority opinion is correct. Our main question is whether there exist delegation mechanisms that are guaranteed to outperform direct voting, in the sense of being always at least as likely, and sometimes more likely, to make a correct decision. Even though we assume that voters can only delegate their votes to better-informed voters, we show that local delegation mechanisms, which only take the local neighborhood of each voter as input (and, arguably, capture the spirit of liquid democracy), cannot provide the foregoing guarantee. By contrast, we design a non-local delegation mechanism that does provably outperform direct voting under mild assumptions about voters. 1. Introduction Liquid democracy is a modern approach to voting in which voters can either vote directly or delegate their vote to other voters. In contrast to the classic proxy voting paradigm (Miller, 1969), the key innovation underlying liquid democracy is that proxies | who were selected by voters to vote on their behalf | may delegate their own vote to a proxy, and, in doing so, further delegate all the votes entrusted to them.
    [Show full text]
  • Global Proxy Voting Guidelines
    Calvert Research and Management GLOBAL PROXY VOTING GUIDELINES Effective March 1, 2021 Table of Contents I. INTRODUCTION ................................................................................................................... 3 II. THE GUIDELINES ................................................................................................................. 5 A. CORPORATE GOVERNANCE ......................................................................................... 5 1. Board and Governance Issues .................................................................................... 5 2. Executive and Employee Compensation ................................................................. 12 3. Mergers, Acquisitions, Spin-offs, and Other Corporate Restructuring ................. 17 B. CORPORATE SUSTAINABILITY AND SOCIAL RESPONSIBILITY ............................. 20 1. Sustainability Reporting ............................................................................................ 20 2. Environment ................................................................................................................ 21 3. Workplace Issues ....................................................................................................... 23 4. International Operations and Human Rights ........................................................... 25 5. Product Safety and Impact ........................................................................................ 26 6. Consumer Finance ....................................................................................................
    [Show full text]